playtime with Sam & Cat
by seddie4thewin
Summary: While Freddie's away, Sam and Cat play. This is a story about what happens when a lonely girlfriend and her hapless best friend get into the wine coolers and end up breaking boundaries. Rated M for obvious reasons.


**A/N: Enjoy these Fourth-Of-July fireworks while I put the finishing touches on the next chapter of iLive My Life. I hope you'll like this take on what seems to be a really popular pairing. Just so you know, this isn't a story about the girls being all romantic and fluffy and ending in them having a serious relationship, they're just having fun with each other. If you don't like the idea of girl on girl action, turn back now. You've been warned, so no hate or flames on the subject matter.**

Prologue: Freddie is attending college in LA at Caltech. He and Sam have been dating ever since she saved him from the killer tuna fish. They have been in a serious, very physical relationship ever since he moved to California at the start of his freshman year. He stays at the dorm, but they have regular sleepovers at Sam's place. Cat's aware of what's going on, her only objection is when the two lovers lock her out of her own bedroom and she has to spend the night on the uncomfortable couch.

Since Freddie left home, his mother has been outspokenly unhappy with not only his choice in girlfriend, but the fact that he's attending college in another state. She hasn't seen him in almost a year and insists that Freddie come home for Mother's Day for a visit. The last time he went back to Seattle for a visit, Sam went along. Mrs. Benson managed to behave herself and Sam crashed at Spencer's apartment in Carly's old room just to keep the peace since Marissa couldn't bring herself to believe her little boy and the blonde were sexually active.

The only trouble was, when they returned to L.A. from their trip, Sam discovered the ditzy little redhead nearly flooded the apartment when she put dishwasher soap in the clothes washer because she spilled spaghetti sauce on her favorite sweater and was 'just sure' you had to use dish soap to remove food stains. Moral of the story: Don't leave Cat home alone.

Our story begins as Freddie has just finished packing for his weekend trip back home and Sam is totally bummed out that she was going to be without her boyfriend for three whole days. He and Sam are snuggling on the couch and she's acting like he's going to be gone for a year.

"C'mon, Sam it's only for three days. I promise, as soon as I get back, we'll go out for the all you can eat fried chicken buffet." Freddie begged his distraught girlfriend.

"You were going to take me there anyway, Fredbag." Sam pouted. "Besides, it's not the food that's bothering me. What am I supposed to do without you, it's been forever since we've not had sex for three whole days."

"We just had sex an hour and a half ago." Freddie reasoned.

"Yeah, and all that did was make me realize how much I'm going to miss you, I can only get so much out of a vibrator." Sam whined.

"Just hang out with Cat like the old days. I know, I bet you can freak her out with a zombie movie marathon." Freddie suggested to get his girlfriend's mind off the subject of sex.

"That does sound like fun, but not as much fun as this." Sam said crawling onto him, straddling his lap and grinding herself into him.

Yes, Sam and Freddie are complete horn dogs. That's what happened when all the pent up sexual tension between them finally got released less than a week after he moved to California. Even though they've been dating for nearly three years and still are in the phase of their relationship where they can't keep their hands off each other.

Freddie began to run his hands over her back and make his way under her shirt. About the time he was getting a good feel of her ample boobs and his manhood was beginning to swell, Cat burst through the apartment door.

"Ahhh, you guys are making out again?" The younger girl exclaimed.

"Yep, we do that on a fairly regular basis." Freddie exclaimed, slightly embarrassed at being caught with a handful of Sam's nice, firm titties.

"Yeah, and we just did it on your bed." Sam smirked.

"Ahhh, I just washed the sheets! You guys are gross!" Cat shrieked and ran to the bedroom to ensure the safety of her beloved purple giraffe.

"Sam, that was cruel. We haven't done it on her bed in weeks." Freddie said.

"Eh, I just wanted to get her out of the room." With that Sam resumed kissing her boyfriend.

Later that day Sam took Freddie to the airport for his flight to Seattle. The blonde returned to the apartment to see Cat chasing two little girls around, trying to get her shoes back from them.

"Lindsay! Courtney!" Sam shouted. "What did mama say about taking Cat's clothes last time you were here."

"It's not her clothes, it's just shoes." The older girl argued.

Sam growled and glared at the girls.

"Sorry." The smaller girl finally said and handed Cat her shoe back. Soon her older sister followed suit.

"Thanks, Sam. You're my hero." Cat said, hugging the blonde.

"Not a hugger." Sam reminded her.

After the two girls were picked up by their mother, Sam headed out and picked up some fried chicken for their dinner. Cat was totally done in and soon fell asleep sprawled out on the couch as Sam watched horror movies.

The next day, the two friends went shopping and prepared for a proper movie night. Sam was already missing Freddie like crazy and she knew the only thing that would get her mind off him was hanging out with her young friend and eating herself into a food coma.

On the way home, Sam suggested a stop for some wine coolers. She wasn't much of a drinker, but she enjoyed the taste of one once in a while. Cat had never drank such a thing and in reality was too young to drink anyway. Sam being a bit older, had no problem buying the alcoholic drinks.

"I sure hope I don't wind up with a hangover." Cat worried as she opened one and took a sip after they got back to their apartment and settled in to begin their zombie movie marathon.

"You'll be fine, Kid." Sam said, kicking her feet up on the coffee table. "Even Frednub can drink three of these and he's a huge wuss."

"Sam, that's a terrible thing to say about your boyfriend." Cat exclaimed with a gasp.

"What, it's the truth. Even he wouldn't argue about it. Besides it's not like I said I don't love him, I'm just stating the fact that he's a wussy little mama's boy."

Several hours later, each girl had consumed several wine coolers and Cat was sitting very close to Sam, clearly freaked out at the current movie. Just as an armless zombie was about to munch on a way-too-perky bleached blonde cheerleader, Cat all but climbed into Sam's lap. Sam had to keep reminding herself that it was Cat, not Freddie, snuggled up against her. Even so, there was no doubt the smaller girl's presence was stirring something up inside Sam.

"You OK, there Cat?" Sam asked, just to help clear her head.

"Just a little scared." Cat replied before she jumped at the sound of the gunshot the sheriff delivered to the high school quarterback turned zombie, removing half his head.

Cat turned her head and looked directly at Sam. At that second, Sam locked her eyes on Cat's. Before the two knew what was happening, their lips were pressed together. Sam, used to being the aggressor with Freddie, slid her tongue into Cat's mouth and the two kissed for several minutes before coming up for air.

"Uh, Sorry." Sam said, afraid that she had just ruined her friendship with Cat.

"No need to be sorry, that was fun." Cat giggled.

"So, um, you're not upset that I, er, I mean, we kissed."

"Don't be silly, I kissed you." Cat said with a blush. "Um, you want to try it again?"

Soon the two were kissing passionately and Cat's hand wandered up to Sam's chest. Cat squeezed Sam's left breast through her shirt. "I can see why Freddie's always feeling you up, you've got some nice boobs." Cat said with a giggle.

"You should feel them without a shirt and bra." Sam said, unbuttoning her shirt. "Even I can't help but feel them myself sometimes."

"At least you've got boobs." Cat said with a frown while watching Sam unhook her bra. "My boobs are just little pimples compared to yours."

"You've got cute boobs, Cat." Sam said sliding a hand up to the redhead's chest. "I've seen you in a bikini, they're really nice. Small perky boobs are better than big sloppy boobs any day."

"But yours are the best of both worlds." Cat remarked as she touched Sam's now bare flesh. The touch from the younger girl made Sam's nipples instantly harden. She had sensitive nipples to begin with and almost any touch brought them to life. "Wow. Your nipples are really getting hard, too."

As Sam sat there allowing her young friend to feel her up, she couldn't help but wonder what was coming over her. She started to pet Cat's tits through her sweater and Cat gasped at the feeling. "Do you want to take that sweater off?" The blonde asked.

"But I'm not wearing a bra." Cat said shyly.

"I can tell." Sam said. "C'mon, it's not fair I'm sitting here with my tits out and you're fully dressed.

Cat peeled off her sweater to reveal her cute little boobs. Sam touched them lightly and then did something totally unexpected. She leaned forward and took Cat's right nipple into her mouth and sucked it. The young girl hissed at the feeling. She had never even been felt up before, let alone having someone nibble on her boob.

"Did I hurt you?" Sam asked with concern.

"No. It feel s good, actually. I'm just not used to the feeling." Cat replied.

"I know, when Freddie first sucked my tits, I almost went crazy. You know what, if he's sucking on one of them or pinching my nipples the right way, I can even have a better orgasm."

"Really." The younger girl asked.

"Yep. I know it sounds funny, but it's true."

"Can I try one of yours now?" Cat asked quietly.

Sam sat back to allow the redhead to lower her lips to her large breasts. Cat started off suckling on one while feeling the other. Soon, she switched off and was licking and nibbling on the opposite side. Without any thought, her other hand was slowly running down her own stomach, heading for bottom of her skirt.

Soon the petite girl was rubbing herself through the crotch of her silky pink panties. Sam noticed and it turned her on to think that Cat was having that reaction to sucking on her tits. She could feel herself getting wet and her pussy was aching to be touched.

"Cat. Um, are you masturbating?" The blonde asked.

"Oh, uh, sorry." Cat replied, but didn't stop her slow hand movements.

"Don't be sorry, kitten. Everybody does it. Hope you don't mind, but I think I'm going to join you."

Sam slipped her hand under her waistband and began to massage her own folds, too.

Cat stopped the breast play and stood up, slipping her skirt and underwear down her legs in one fell sweep. Sam couldn't help but stare at the younger girl's completely hairless mound.

"I didn't know you went Brazilian." Sam remarked.

"Yep, it makes things really sensitive down there." Cat informed.

"I know, I keep my lips shaved, too. But I like, or rather Freddie likes, my little tuft up front." Sam said as she now removed her remaining clothing, revealing a cute little patch of short, but very curly blonde hair and fluffed it up with her fingers like she was teasing a perm.

"Oooh, how cute. Can I touch it?" Cat asked.

Sam simply nodded and massaged her own breasts now that cat was no longer touching them.

Cat tickled first one and then two fingers through Sam's golden pubic hair. Slowly, she moved her left hand toward her own hairless groin as she moved her right hand further between Sam's legs.

"You're pussy's really getting wet, too." The redhead giggled while touching Sam's smooth lips.

Sam lowered her mouth to Cat's breasts while she enjoyed having her moist pussy fingered by her young friend. She then began to run her own right hand toward Cat's quickly moistening core, pushing past Cat's own hand and beginning to rub circles around the smaller girl's clit. Cat began to moan quietly at the feeling and mirrored Sam's manipulations upon the older girl's nether regions.

Within a matter of minutes Cat was on the verge of cumming. The combination of the nipple sucking and the clit rubbing was just too much for her to take. As soon as the waves of Cat's orgasm subsided, she picked up the pace on Sam's dripping wet pussy. Then she remembered Sam's comment about having her tits sucked and returned her lips to Sam's left breast.

"Put your fingers inside." Sam ordered as Cat again began sucking on Sam's perpetually hard nipple.

Cat slowly pushed two fingers inside her friend. Sam took over rubbing her own abandoned clit as Cat nibbled, licked and sucked her big, firm breasts. It didn't take very long for Sam to reach her own breaking point. As she came, Sam's tightening pussy pushed the younger girl's fingers out of her folds and she released a nice sized squirt of pussy juice.

"Oh my god, I'm sorry. I never did that before." Sam said, embarrassed that Cat would think she peed on her hand.

"It's OK, I squirt when I'm really turned on, too." Cat confessed.

"Really, I thought it was just a myth that girls can do that."

"Nope, if I'm turned on really good or if I've been doing it for a while and I touch the right spot just inside, I can squirt like a fountain." Cat confessed.

"I've got to try to do that for Freddie. I just know that will drive him crazy. Especially if he can make me do it. He gets off getting me off."

"Does he use his fingers?" Cat asked. "I mean does he put them inside you?"

"Yeah. He usually puts two inside when he's, um, well, you know, down there, eating me."

"Tell him to curl his fingers, like he's signaling for you to come here, like this." Cat said as she demonstrated the motion with her right hand. "That's what I did when you came. But tell him not to go too deep or he'll go past the spot." The redhead instructed.

"Maybe you should, uh, try it again just to make sure it'll work." Sam nervously suggested, still turned on. She was used to having two orgasms in a row because Freddie would usually get her off during foreplay and then they would fuck until she came the second time. Even if he'd finish first, he'd still make sure she was completely satisfied with a second release before they stopped.

"I've got a better idea, why don't you try to make me do it?" Cat suggested.

Soon Sam had two fingers inside Cat's tight, virginal pussy and was freely rubbing her hardened clit with the other hand.

"Not too deep, now. I don't want to lose my virginity to your right hand." Cat instructed. "Now just curl your fingers a little bit like I showed you. Oooh yeah, that's the spot, right there, right there. Now when I cum, you take your fingers out right away."

For several minutes the blonde massaged Cat's clit and stimulated her g-spot simultaneously. "Oh God Sam that's it, that's it, that's it! I'm gonna cum, I'm gonna cum!" Cat exclaimed as she began to shake and buck her hips. Sam immediately withdrew her hand just like Cat said to. Soon the young girl was squirting like a geyser.

Cat panted and shook and Sam kept rubbing the outside of her pussy until the petite girl could take no more and begged for her to stop. Making her friend squirt turned the blonde on more than ever.

"Hey, I've got an idea, I'll be right back." Sam jumped up off the couch and ran into the bedroom. She returned a minute later with two vibrators. One was pink, hard plastic and curved for g-spot stimulation.

The other was more realistic looking, almost 8 inches long and thicker at the bottom than the head. It was made out of soft, flesh colored silicone. "This one's my favorite." She said, shaking it toward Cat. "It's almost the same size as Freddie and it feels so real inside."

"You mean Freddie's dick is bigger than that?" Cat asked with a gasp.

"Just a little longer, but it's about the same size around." Sam bragged.

"Huh, I never really pictured him having a big dick." Cat said.

"Well, I hope you don't spend a lot of time fantasizing about the size of my boyfriend's cock."

"Sorry, but I just can't help it, I've never even seen one in person, I just wonder about these kinds of things. I'm sure plenty of guys wonder about boobs that have never seen any first hand."

"I know Freddie did. I remember him checking me out when we were in high school, I swear there was a point in time where he never looked at my eyes, just my tits. He got over that after he got a feel of them when we dated, though."

"To tell you the truth, I never thought he'd have a big dick either until I saw it for the first time. Let me tell you, when we started fooling around and he whipped that thing out it was really surprising. I was actually worried about how something that big was going to fit inside me."

"Uhhh." Cat gasped.

Sam continued. "I know he didn't mind, but we didn't actually do it until I convinced myself I could handle it. We did everything but actual sex, he rubbed it on my pussy, between my boobs and of course I gave him lots of blow jobs."

"Eww, you mean you put his thing in your mouth?" Cat sounded squeamish at the thought.

"Well, yeah. I never tried it before I was with Freddie. Geesh, I never even touched a dick before his, but from what you hear that's something no guy can resist. So I tried it and sure enough he loved it. Then he returned the favor and went down on me and I'm telling you he does thing with his tongue. I can't describe it, but it's just incredible. I'm telling you, he might be a nub, but he's got a doctorate in pussyology."

The girls soon settled down each with a sex toy in hand. Sam with her favorite, stroking it deep in and out of her still dripping vagina and Cat with the vibrator, using it on her clit.

"Sam, I've got to confess something to you." Cat said as they began. "I've used this one before, you know on the outside. But don't worry, I've always washed it before I put it back in your drawer."

"Have you ever tried this one?" Sam asked holding her favorite up.

"No way, that thing would tear me up, I'm sure I couldn't get off with something that big inside me." Cat told her, with worry in her voice.

"Yeah, it might be a little big for your first time." Sam reasoned.

"Well now that you mention it, I might want to just stick it in for a minute. You know, just to see what it feels like, because I've never had anything like that inside before."

"You mean you want to pop your own cherry with my dildo?" Sam asked.

"Sam, I'm almost 19 and I haven't even been on a decent date in two years. If I don't soon lose my virginity I'm going to go crazy. Besides, maybe you can help me with it, it'll be kind of like I'm losing it to you." Cat said with a smile.

The two continued to stimulate themselves and Cat was getting close when she heard Sam gasp. She looked to her blonde friend who was in the throes of an orgasm with the fleshy dildo deep in her pussy, rubbing her clit like mad. The sounds coming from the other side of the couch pushed Cat over the edge as well. As Sam's shaking subsided and both girls began to catch their breath, Cat decided it was time for her to try it for herself.

"I think I'm ready, Sam." The redhead simply said.

Sam handed her the dildo after wiping her juices off of it with a small towel. Cat rubbed it up and down between her wet pussy lips, thoroughly soaking the toy. Sam was sitting on the floor, with a front row seat as Cat pushed the toy slowly into her vagina. She only paused for a few seconds before pushing it past her own barrier. Sam saw her friend wince at the pain and remembered her first time with Freddie and how much it hurt at first. She stroked Cat's inner thighs signaling it would be alright and Cat soon started to move the toy slowly in and out.

She continued the slow ministrations in and out of her folds, not going too deep and Sam's hand was soon on Cat's swollen clit. As she rubbed small circles above the bundle of nerves, Cat picked up the pace. It took a little while but the younger girl soon succumbed to yet another orgasm. This one was like nothing she had ever felt because of the presence of the toy inside her body.

All the while Cat was cumming, Sam's free hand was busy rubbing her own sex and no sooner had Cat finished her orgasm, when Sam came again herself.

The two girls curled up against each other and fell asleep on the couch, both completely naked, the entire living room smelling very much of sex. They were awakened by the doorbell. Sam made a bee line for the bedroom, her bare ass streaking back the hall, sex toys and clothes in hand as Cat did her best to pull on her sweater and shorts from the previous evening, which were draped on the TV.

The redhead opened the door a few minutes later, hair messed and everything to Dice, who was waiting to deliver a huge can of Bibble that she had asked him to pick up for her.

"What took you so long, were you in bed?" The fuzzy headed teen asked. "Gheesh, Cat it's almost noon."

"Um, no. Sam and I were up late watching movies. We, uh, fell asleep on the couch." Cat replied innocently.

"It smells funny in here. Is that some kind of new air freshener or something." The young boy asked, oblivious to the scent of pussy juice and girl sweat.

"Yeah, something like that." Sam said, coming out of the bedroom, now fully dressed.

As Dice turned to look toward the blonde, Cat took advantage of the opportunity to pick up her underwear and shove them under the couch cushions.

"Uh, I guess I'd better get going." Dice said.

"K, bye!" Sam replied, heading into the kitchen to search for some food.

As soon as their visitor left, Cat turned to Sam.

"About what happened, Sam. Should be talk about it?" She asked.

"What's there to talk about?" Sam asked with a shrug, an apple in her hand. "We just fooled around and had a good time. It's not going to mess up our friendship is it?"

"No, of course not." Cat replied. "As long as you're OK with it."

"Hell, yeah. It's not like I went out and cheated on Freddie and got laid by some strange dude. He knows I use the sex toys. I just used them with you, that's all."

"You're not going to tell him, are you." The young girl worried.

"Nah, what he doesn't know won't hurt him." Sam replied. "Say, you're ok with this whole thing, you know being your first time and all."

"Sure, now I don't have to worry about losing it to some asshole who only wants to bag a virgin."

"Cat, language." Sam said with a smirk.

"What? I can say bad words once in a while too."

The next day Freddie returned to L.A. Cat did her best to keep her cool and not make it obvious to him that she was staring at his crotch, picturing what Sam told her about the size of his manhood, but she couldn't help herself.

Sam and Freddie resumed their continual PDA and Cat continued to pleasure herself whenever the opportunity presented itself. Occasionally, she would even think about how good that toy felt inside her body and how good it would feel to have her pussy licked by an expert.

"Sam, is it just my imagination or have you noticed Cat checking me out?" Freddie asked while the two lay in bed after a two hour long sex session the next week while Cat was out of the apartment.

"You're nuts, Fredbag." Sam replied with a smirk. "First of all, Cat's not the type to go all ga-ga over any guy and second you're my boyfriend, it's totally against the girl code to crush on your friend's guy."

"I didn't say she was crushing on me or anything like that, I just keep thinking she's starting at me _down there_, you know kind of undressing me with her eyes." Freddie said.

"Get over yourself, nub. I'm sure Cat wouldn't know what to do with what you're packing." Sam quipped, grabbing at his crotch, fully aware that Cat handled her dildo like a pro.

"I guess you're right." Freddie said with a smirk. "Still I keep thinking she's picturing me naked.

"So what if she is, you'd just better NOT be thinking of her naked." Sam told him with a playful slap to his forehead.

"Don't worry babe, you're the only girl for me." He replied.

"And you're the only _guy _for me, Frednub. But hey, if you ever want to have a three way with Cat, let me know."

"Wh-what? What did you say?" Freddie asked.

Sam simply laughed hysterically at her boyfriend who was totally dumbfounded at her remark. "Just kidding, Fredlove, I doubt Cat would want to have a three way."

"But, um, uh, what about, um, you?" Freddie stuttered.

Sam simply continued to laugh. "God, you're easy."

**Hope everyone liked it, if so, let me know. **


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